Primoris Services Corp — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primoris Services Corp (PRIM)
CIK: 0001361538
Period of Report: 2015-05-04

Reporting Person: Pratt Brian (Director, Chairman, CEO & President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-04	Common Stock	A	990	$16.84	Acquired	11184008	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	97810	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Forward Sale Contract (obligation to sell)	$	2017-05-03	Common Stock (400000)	0	Direct

Footnotes

F1: On March 31, 2014, Mr. Pratt entered into a prepaid variable forward sale with an unaffiliated third party. The contract obliges Mr. Pratt to deliver to the buyer up to 400,000 shares of PRIM common stock (or, at Mr. Pratt's election, an equivalent amount of cash based on the market price of PRIM common stock at that time) on the maturity dates of the contract. The maturity dates are the 40 business days starting March 8, 2017 and ending May 3, 2017 with 10,000 shares maturing each day. For assuming this obligation, Mr. Pratt will receive $9,860,364 as of March 31, 2014. Mr. Pratt has pledged 400,000 shares of PRIM common stock to secure the obligations. He has retained voting rights of the pledged shares.

F2: On each maturity date, the number of shares delivered to the buyer will be determined as follows: (a) If the settlement price is less than or equal to $25.6446/share, Mr. Pratt will deliver 10,000 shares; (b) if the settlement price is greater than $25.6446/share but less than or equal to $36.8321/share, he will deliver shares equal to the product of 10,000 shares multiplied by $25.6446 divided by the settlement price; or (c) if the settlement price is greater than $36.8321/share, he will deliver shares equal to the result of subtracting the quotient of $111,875 divided by the settlement price from 10,000 shares.

F3: Purchased Common Stock shares as part of the Company's Long-Term Retention Plan. The Plan provides certain management employees the opportunity to purchase Company stock with a defined portion of their annual incentive compensation at a discount to the market price. Purchase made through payroll deductions in April 2015, share certificates received on May 4, 2015. Purchases were made at a 25% reduction to the average closing price during December 2014. Shares cannot be sold for 6 months.